Item 5.07. Submission of Matters to a Vote of Security Holders.
On
(1) Approval of the merger agreement, dated as ofDecember 18, 2019 , by and between Kearny Financial Corp. andMSB Financial Corp. and the merger, pursuant to which MSB will merge with and into Kearny. For Against Abstain Broker Non-Votes 3,670,956 170,531 16,248 - (2) Approval, on a non-binding advisory basis, of the compensation that may become payable to the named executive officers of the Company in connection with the merger. For Against Abstain Broker Non-Votes 2,558,831 1,268,474 30,430 -
Item 8.01. Other Events.
On
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about (i) the benefits of the merger between Kearny and MSB, including anticipated future results, cost savings and accretion to reported earnings that may be realized from the merger; (ii) Kearny and MSB's plans, objectives, expectations and intentions and other statements contained in this presentation that are not historical facts; and (iii) other statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" or words of similar meaning. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
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Forward-looking statements involve risks and uncertainties that may cause actual
results to differ materially from those in such statements. The following
factors, among others, could cause actual results to differ materially from the
anticipated results expressed in the forward-looking statements: the businesses
of Kearny and MSB may not be combined successfully, or such combination may take
longer than expected; the cost savings from the merger may not be fully realized
or may take longer than expected to be realized; operating costs, customer loss
and business disruption following the merger may be greater than expected; the
interest rate environment may further compress margins and adversely affect new
interest income; the risks associated with continued diversification of assets
and adverse changes to credit quality; and difficulties associated with
achieving expected future financial results. Additional factors that could cause
actual results to differ materially from those expressed in the forward-looking
statements are discussed in Kearny's and MSB's reports (such as the Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K) filed with the
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description 99.1 Joint Press Release datedMay 28, 2020 2
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